Current Report Filing (8-k)
December 01 2020 - 9:24AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
Current
Report
Pursuant
to Section 13 or 15(d) of
the
Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): November 24, 2020
RESPIRERX
PHARMACEUTICALS INC.
(Exact
name of registrant as specified in its charter)
Delaware
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1-16467
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33-0303583
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(State
or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S
Employer
Identification No.)
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126
Valley Road, Suite C
Glen Rock, New Jersey
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07452
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (201) 444-4947
(Former
name or former address, if changed since last report.)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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N/A
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N/A
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N/A
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company [ ]
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Item
1.01. Entry into a Material Definitive Agreement.
On
November 24, 2020, RespireRx Pharmaceuticals Inc. (the “Company”) and Primary Capital LLC (“Primary Capital”)
entered into a Financing and Additional Services Agreement (the “Services Agreement”) under which Primary Capital
agreed to render investment banking services to the Company beginning on November 24, 2020 for a period of one year (the “Engagement
Period”).
Under
the terms of the Services Agreement, Primary Capital will act as a placement agent in connection with a proposed up to $10 million
best-efforts offering (the “Reg A Offering”) under Regulation A promulgated under the Securities Act of 1933, as amended.
The
services to be provided by Primary Capital under the Services Agreement will include, but are not limited to, reviewing the offering
materials and identifying and contacting potential investors.
In
consideration for the services provided by Primary Capital under the Services Agreement, the Company will pay (i) a non-refundable
due diligence fee, (ii) a placement fee equal to a percentage of the gross proceeds from the Reg A Offering from investors originated
by Primary Capital, along with a three-year warrant to purchase a percentage of that number of shares of the Company’s Common
Stock, par value $0.001 per share (“Common Stock”), as are sold to any such investor, (iii) a placement fee equal
to a lesser percentage of the gross proceeds from the Reg A Offering from investors referred by the Company to Primary Capital,
along with a three-year warrant to purchase a percentage of that number of shares of Common Stock as are sold to any such investor,
and (iv) up to a threshold amount to reimburse Primary Capital for its reasonable legal expenses incurred in the performance of
its duties under the Services Agreement. In certain circumstances, the Company will also be required to pay the compensation described
in (ii) above to Primary Capital if, during the 12-month period following the expiration of the Engagement Period, the Company
consummates a transaction with an investor introduced to the Company by Primary Capital. The Company also agreed not to solicit,
negotiate with or enter into any agreement with any other person or entity performing similar services as Primary Capital in connection
with the Reg A Offering during the Engagement Period. The Company is also subject to standard indemnification and contribution
obligations in favor of Primary Capital.
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
Date:
December 1, 2020
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RESPIRERX
PHARMACEUTICALS INC.
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(Registrant)
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By:
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/s/
Jeff E. Margolis
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Jeff
E. Margolis
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SVP,
CFO, Secretary and Treasurer
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RespireRx Pharmaceuticals (CE) (USOTC:RSPI)
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